EMPLOYMENT AGREEMENT

a.   Employee shall serve as Chief Financial Officer (“CFO”) of the Company.

b.   Subject to the authority of the Chairman of the Company (“Chairman”) and the Board of TechPrecision Corporation (“Board”) to modify the duties and responsibilities of Employee, Employee's powers, duties and responsibilities shall initially consist of such powers as listed in Exhibit A attached hereto.  The Employee shall report to the Chief Executive Officer and the Board of the Company and others at the direction of the Board at such time and in such detail as the Board shall reasonably require.  Notwithstanding anything contained herein to the contrary, the Employee shall not be required to perform any act which would constitute or require the violation of any federal, state or local law, rule, regulation, ordinance or the like.  Any substantial change in Employee's duties or title, without Employee's consent, shall be construed as termination without cause pursuant to Paragraph 6(b) below.

c.   The Employee shall devote not less than an average of forty (40) hours per week to carrying out his duties hereunder and to the business of the Company, and during the Term the Employee agrees that he will (i) devote his best efforts and all his skill and ability to the performance of his duties hereunder; (ii) carry out his duties in a competent and professional manner; and (iii) generally promote the interests of the Company.  During the Term it shall not be a violation of this Agreement for the Employee to serve on civic or charitable boards or committees, to perform speaking engagements, or to manage his personal passive investments, so long as such activities (individually or collectively) do not interfere with the performance of the Employee's responsibilities as an employee of the Company.

4.   Compensation; Bonus; Stock Options.

a.   As compensation for services hereunder and in consideration of his agreement not to compete as set forth in Paragraph 8 hereof, the Company shall pay the Employee an initial base salary at the annual rate of One Hundred Ninety Five Thousand Dollars ($195,000.00).  Such base salary shall be paid in equal installments in accordance with the normal payroll policies of the Company.

b.   Upon execution of this agreement, Employee shall be paid a signing bonus of Twenty-Five Thousand Dollars ($25,000.00).

c.   Employee's base salary as set forth in Paragraph 4(a) above may be increased by order of the Compensation Committee of the Corporate Board.

d.   Employee shall be eligible for an annual cash performance bonus based upon the Company's financial performance as set forth in a resolution of the Board within the first three months of each year hereunder and based upon the Company's business plan.

e.   Employee is awarded 150,000 shares of TechPrecision stock options. The options will vest in equal amounts of 50,000 over three years on the anniversary of the date of this agreement. The option price will be at market price as of the date of grant. Any additional future options will be as the Board shall in its sole discretion institute.

a.   The Company agrees to pay or to reimburse the Employee during the Term for all reasonable, ordinary and necessary business expenses incurred in the performance of his services hereunder in accordance with the policies of the Company as are from time to time in effect.  The Employee, as a condition to obtaining such payment or reimbursement, shall provide to the Company any and all statements, bills or receipts evidencing the travel or out-of-pocket expenses for which the Employee seeks payment or reimbursement, and any other information or materials required by such Company policy or as the Company may otherwise from time to time reasonably require.

b.   During the Term the Employee and, to the extent eligible, his dependents, shall be entitled to participate in and receive all benefits under any welfare benefit plans and programs provided by the Company (including without limitation, medical, dental, disability, group life (including accidental death and dismemberment) and business travel insurance plans and programs) applicable generally to the employees of the Company, subject, however, to the generally applicable eligibility and other provisions of the various plans and programs in effect from time to time.

c.   During the Term the Employee shall be entitled to participate in all retirement plans and programs (including without limitation any profit sharing/401(k) plan) applicable generally to the employees of the Company, subject, however, to generally applicable eligibility and other provisions of the various plans and programs in effect from time to time.  In addition, during the Term the Employee shall be entitled to receive fringe benefits and perquisites in accordance with the plans, practices, programs and policies of the Company from time to time in effect, available generally to the executive officers of the Company and consistent with the generally applicable guidelines determined by the Board.

d.   The Employee shall be entitled to four (4) weeks vacation per year and such holidays, sick days and personal days as are in accordance with the Company's policy then in effect for its employees generally, upon such terms as may be provided of general application to all employees of the Company.

a.   For Cause .  The Company, shall have the right to terminate the Employee's employment with the Company at any time for “Cause”; provided, that any termination by the Company for Cause shall be communicated by the Company to the Employee in writing indicating the basis for termination for Cause, and the Employee shall have the opportunity for a period of seven (7) days following such writing to contest his termination before the Board.  (The effective date of the Employee's termination of employment with the Company, regardless of the reason, is referred to as the “Date of Termination”). For purposes of this Agreement, the term “Cause” shall be limited to the following grounds:

i.   The Employee's failure or refusal to perform his material duties and responsibilities (other than any such failure resulting from Employee's disability or death, which are governed by Paragraph 7) or his repeated failure or refusal to follow lawful and reasonable directives of the Company;

ii.   The willful misappropriation by Employee of the funds or property of the Company;

iii.   The commission by the Employee of any willful or intentional act, which he should reasonably have anticipated would reasonably be expected to have the effect of materially injuring the reputation, business or business relationships of the Company.

iv.   Use of alcohol to excess or illegal drugs, continuing after written warning;

v.   Any breach by the Employee (not covered by any of clauses (i) through (iv) and other than in connection with the death or disability of Employee as set forth in Paragraph 7) of any material provision of this Agreement.

Upon the termination of the Employee's employment with the Company for Cause, the Company shall pay the Employee, subject to appropriate offsets (as permitted by applicable law) for debts or money due to the Company, including without limitation personal loans to the Employee and travel advances (“Offset”), his salary compensation only through, and any unpaid reimbursable expenses outstanding as of, the Date of Termination. Any benefits to which Employee or his beneficiaries may be entitled under the plans and programs, described in Paragraphs 5(b) and (c) hereof as of his Date of Termination shall be determined in accordance with the terms of such plans and programs.  Except as provided in this subparagraph, in connection with the Employee's termination by the Company for Cause, the Company shall have no further liability to the Employee or the Employee's heirs, beneficiaries or estate for damages, compensation, benefits, indemnities or other amount of whatever nature.

b.   Without Cause.   The Company may terminate the Employee's employment without Cause at any time.  In the event of a termination of the Employee’s employment during the Term by the Company without Cause, the Company shall nonetheless pay to the Employee or his estate, in equal installments in accordance with the normal payroll policies of the Company, an amount equal to one year of the Employee's base salary in effect at such time (the “Severance Amount”), provided all such rights to any Severance Amount and any amounts paid shall be forfeited and recoverable by the Company in the event the Company determines in good faith that the Employee has violated any provision in Paragraphs 8 and 9 hereof or any other provisions of this Agreement.  Additionally, the Company shall provide to the Employee, and his dependents, continued coverage for one year thereafter under all health, life, disability and similar employee benefit plans and programs of the Company on the same basis as the Employee and his dependents were entitled to participate immediately prior to such termination, provided that the Employee and his dependents’ continued participation is possible under the general terms and provisions of such plans and programs.  Employee’s receipt of the payments described in this Paragraph 6(b) is conditioned upon his execution of a release of all claims in favor of Company in substantially the form attached to this Agreement as Exhibit B .  Employee will not be entitled to any other compensation.

7.   Disability; Death .

a.   In the event the Employee shall be unable to perform the essential functions of his duties hereunder by virtue of illness or physical or mental incapacity or disability (from any cause or causes whatsoever) in substantially the manner and to the extent performed prior to the commencement of such disability (all such causes being referred to as “Disability”) and the Employee shall fail to perform such duties for periods aggregating ninety (90) days (inclusive of non-business days), whether or not continuous, in any continuous period of one hundred and eighty (180) days, the Company shall have the right to terminate the Employee's employment hereunder at the end of any calendar month during the continuance of such Disability upon at least ten (10) days prior written notice to him.  In the event of termination under this Paragraph 7(a), the Employee shall be entitled to receive when otherwise payable, subject to any Offsets, all salary compensation earned but unpaid as of the Date of Termination and any unpaid reimbursable expenses outstanding as of such date; and any benefits to which the Employee or his beneficiaries may be entitled under the plans and programs described in Paragraphs 5(b) and (c) hereof as of such Date of Termination shall be determined in accordance with the terms of such plans and programs. Nothing contained herein is intended to nullify or diminish the Employee's rights under, and this Paragraph 7(a) is subject to, the Americans with Disabilities Act of 1990 and the Family and Medical Leave Act of 1993, as such Acts may be amended from time to time.

b.   The employment of the Employee with the Company shall terminate on the date of the Employee's death and in such event the Employee's estate shall be entitled to receive when otherwise payable, subject to any Offsets, all salary compensation earned but unpaid as of the date of his death and any unpaid reimbursable expenses outstanding as of such date. In the event of the Employee's death, any benefits to which the Employee or his beneficiaries may be entitled under the plans and programs described in Paragraphs 5(b) and (c) hereof shall be determined in accordance with the terms of such plans and programs.

c.   Except as provided in Paragraphs 7(a) and (b) hereof, in the event of the Employee's termination due to Disability or death, the Company shall have no further liability to the Employee or the Employee's heirs, beneficiaries or estate for damages, compensation, benefits, indemnities or other amounts of whatever nature.

a.   The Employee agrees that his services to the Company are of a special, unique, extraordinary and intellectual character and his position with the Company places him in a position of confidence and trust with the employees and customers of the Company and its affiliates.  Consequently, the Employee agrees that it is reasonable and necessary for the protection of the goodwill, intellectual property, trade secrets, designs, proprietary information and business of the Company that the Employee make the covenants contained herein. Accordingly, the Employee agrees that, during the period of the Employee's employment hereunder and for the period of one (1) year immediately following the termination of his employment hereunder, he shall not, directly or indirectly:

i.   own, operate, manage or be employed by or affiliated with any person or entity headquartered within or with a management office in the United States that engages in any business then being engaged or planned to be engaged in by the Company or its subsidiaries or affiliates; or

ii.   attempt in any manner to solicit from any customer or supplier business of the type performed for or by the Company or persuade any customer or supplier of the Company to cease to do busin